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Rippling Legal

 * Customer Terms of Service

 * User Terms of Service

 * User Privacy Notice

 * Privacy at Rippling - FAQs

 * Cookie Notice

 * Data Processing Addendum

 * Sub-processors

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 * Identity and Device Terms

 * PEO Terms

 * PEO Terms (state level)

 * ASO Terms

 * Global HR Concierge Terms

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Customer Terms of Service Agreement

Last Updated: May 3, 2024

You can view our previous Customer Terms of Service Agreement here.

Thank you for using the website, applications and services offered by People
Center, Inc. d/b/a Rippling and/or its subsidiaries, group companies and other
affiliates (collectively, “Rippling”, “we”, “us”, “our”). To be eligible to use
any Rippling Services, you must review and accept the terms set forth in this
Customer Terms of Service Agreement (this “Agreement”) by executing or accepting
the applicable ordering documents (including any online forms provisioning or
requesting Rippling Services) issued by Rippling or its authorized resellers
specifying the Rippling Services to be provided under this Agreement (“Order
Forms”). Your authorization to access and use any Rippling Services is
conditioned on your acceptance of and compliance with the terms of this
Agreement. You acknowledge that no term in any order or other instrument entered
into between Customer and a reseller of Rippling Services will be deemed to
modify this Agreement unless pre-authorized in writing by Rippling.

PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT OR USING ANY
OF THE RIPPLING SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. 

Your Account registration constitutes an acknowledgement that you are able to
electronically receive, download, and print this Agreement, and that you consent
to do business electronically.

This Agreement applies to all customers of the Rippling Services, including, as
applicable, paid subscribers, prospective subscribers accessing the Rippling
Services for evaluation purposes and current and prospective subscribers’ Users,
Account Administrators, Authorized Representatives and any other persons
authorized to act on behalf of an entity or other organization with respect to
the Rippling Services (collectively, “Customers”). Customer may authorize or
permit its affiliates to access the Rippling Services by entering into an Order
Form, establishing Accounts or otherwise through Customer’s Account, subject to
compliance with applicable restrictions in the Agreement, at law and as
otherwise communicated by Rippling, and this Agreement will apply as if such
affiliate were a party to this Agreement and references herein to “you” or
“Customer” shall also refer to such affiliate of Customer. If you are
registering for a Rippling Account or using the Rippling Services on behalf of
an entity or other organization, references to “you” are to such entity or
organization and you are accepting this Agreement for that entity or
organization and representing to Rippling that you have the authority to bind
that entity or organization to this Agreement (the term “Customer” will also
refer to that entity or organization).  

THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE, WHICH REQUIRES, AMONG OTHER
THINGS, THAT DISPUTES RELATING TO THIS AGREEMENT, YOUR ACCOUNT OR THE RIPPLING
SERVICES MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS
ONLY.

1. Rippling Services.

1.1 Provision of Rippling Services.

(a) Provision of Rippling Services. Rippling makes the Rippling Services
available pursuant to this Agreement and any applicable Order Form, the Rippling
User Privacy Notice available at https://app.rippling.com/legal/privacy, the
Rippling Data Processing Addendum available at
https://app.rippling.com/legal/dpa (the “Rippling DPA”), applicable Additional
Terms and any supplemental policies or terms referenced herein or which Rippling
may present to you for review and acceptance at the time you subscribe to the
applicable Rippling Service (collectively, "Supplemental Terms"), all of which
are hereby incorporated into and form a part of this Agreement. In the event of
conflict between the provisions of this Agreement and any Supplemental Terms,
the Supplemental Terms will control to the extent of such conflict. “Rippling
Services” means the current and future human resource, financial, and
information technology services and related software and services provided by
Rippling, as well as improvements, updates, enhancements, error corrections, bug
fixes, release notes, upgrades and changes to those services, as developed by
Rippling and made generally available to Customers. 

(b) Rippling Content. Rippling may make certain functionality available through
the Rippling Services, including (i) employee onboarding and offboarding
services, (ii) sample agreements, policies and other documents (“Templates”),
(iii) a platform that third parties may use to develop and provide applications,
services, websites or software that complement your use of the Rippling Services
(each, a “Third Party Product”), and (iv) other workplace features, as may be
developed by Rippling from time to time, such as an employee directory and
paid-time off tracking. You acknowledge that Templates and other materials made
available by Rippling through the Rippling Services constitute “Rippling
Content” and are incorporated into the Rippling Services. Rippling may expressly
permit you to modify or edit certain Templates, which, once modified, become
“Modified Content”. Rippling grants Customer a limited, revocable,
non-sublicensable, non-transferable license to use, reproduce, copy, and
distribute Rippling Content contained within the Modified Content, solely for
Customer’s internal business purposes, subject to Customer’s compliance with the
terms of this Agreement, including payment terms herein.

(c) Beta Services. From time to time, Rippling may make available certain
products or features of Service to you for evaluation, testing and feedback that
are not generally available and that are designated or presented to you and
Users as alpha, beta, experimental, pilot, proof of concept, limited release, in
development, developer preview, early access, non-production, evaluation, or the
like such that it is provided prior to general commercial release (the “Beta
Services”).  Beta Services may be accessed through the Rippling Services, a
separate, stand-alone service or microservice which is accessible independent of
the Rippling Services or otherwise. If you decide to access or use Beta
Services, you acknowledge and agree that (i) Rippling is granting you a limited,
revocable, non-exclusive, non-transferable, license to use the Beta Services for
a period not tied to your Subscription Term that Rippling may in its sole
discretion  terminate at any time and for any or no reason without any notice to
you; (ii) any Supplemental Terms governing the Beta Services may be updated
without notice to you, including upon conversion of the Beta Services to
generally available Rippling Services; (iii) you will provide reasonable
cooperation and prompt Feedback to Rippling in connection with your use of the
Beta Services and any withdrawal of consent for such communications may result
in immediate termination of access to Beta Services; and (iv) Beta Services may
contain errors, design flaws or other defects and notwithstanding anything to
the contrary in this Agreement or any service level agreement or other addendum
issued in connection herewith, the Beta Services are provided on  an “as-is” and
“where-is” basis with no warranty of any kind whether express or implied and
without any liability to Rippling for performance, speed, functionality, data
backup, availability, or damage to any equipment, software, information or data.
 

1.2 Additional Services. Without limiting the terms of this Agreement, if you
subscribe to or access one or more of the Services governed by additional terms
listed in the sidebar at https://app.rippling.com/legal (each, “Additional
Terms”) (e.g., Payroll Services Additional Terms or Rippling EOR Terms of
Service), then you also agree to be bound by such Additional Terms.  In
addition, to the extent you purchase third-party services offered, referred,
resold or otherwise made available by Rippling through any Rippling Services,
you may be subject to the terms of service for that third-party service
provider.

1.3 No Professional Advice. You acknowledge that Rippling is not a lawyer,
accountant, or other professional services provider, and accordingly, does not
provide legal, financial, benefits, tax, IT, compliance, or other professional
advice. Any information provided by the Rippling Services is intended for your
general use only, including with respect to any Templates available within the
platform, and does not constitute legal or other professional advice. You
understand that you are responsible for any actions taken based upon information
received from Rippling, and where professional advice is needed, that you should
seek independent professional advice from a person who is licensed or qualified
in the applicable area.

1.4 Eligibility and Jurisdiction. The Rippling Services are only available for
persons in those jurisdictions in which they may legally be sold. Nothing on the
Rippling Services shall be considered a solicitation to buy or an offer to sell
anything to any person in any jurisdiction in which such offer, solicitation,
purchase or sale would be unlawful. The technology and software underlying the
Service or distributed in connection therewith and the transmission of any
applicable data (the “Software”) is subject to Export Control Laws. No such
Software or data may be downloaded from the Rippling Services or otherwise
exported or re-exported in violation of applicable Export Control Laws.
Downloading or using such Software or data is at your sole risk. Recognizing the
global nature of the Internet, you agree to comply with all local rules and laws
regarding your use of the Rippling Services, including as it concerns online
conduct and acceptable content. Rippling hereby disclaims any and all liability
with respect to any use of the Ripping Services outside of the terms of this
Agreement.

1.5 Users; Limitations and Liability. The Rippling Services may only be accessed
and used by individual personnel or representatives of Customer ("Users") who
are (i) at least thirteen (13) years of age in the United States and territories
not subject to the GDPR and FADP (each as defined in the Rippling DPA); and
 sixteen (16) years of age in territories subject to the GDPR and FADP, (ii)
authorized by Customer to use the Rippling Services, and (iii) otherwise not
barred from using the Rippling Services under applicable law. You acknowledge
and agree that you are liable for all actions and omissions of any User or other
individual that you allow to access the Rippling Services, and responsible for
ensuring that such individual’s use of the Rippling Services complies with the
terms of this Agreement and the User Terms of Service Agreement available at
https://app.rippling.com/legal/user and all wage and hour laws, employment laws,
and any other applicable laws and regulations.  

1.6 Mobile Services. The Rippling Services include certain services that are
available via a mobile device, including (i) the ability to upload content to
the Rippling Services, (ii) the ability to browse the Rippling Services and
other websites, and (iii) the ability to access certain features of the Rippling
Services (collectively, the “Mobile Services”). To the extent you access the
Rippling Services through a mobile device, your network service carrier’s
standard charges, data rates and other fees may apply. In addition, downloading,
installing, or using certain Mobile Services may be prohibited or restricted by
your carrier, and not all Mobile Services may work with all carriers or devices.
By using the Mobile Services, you agree that we may communicate with you
regarding Customer and other entities by SMS, MMS, or other electronic means to
your mobile device and that certain information about your usage of the Mobile
Services may be communicated to us. In the event you change or deactivate your
mobile telephone number or other mobile identifier, you agree to promptly update
your Customer Account Information to ensure that your messages are not sent to
the person that acquires your old number.

1.7 Professional Services. 

(a) Professional Services. Rippling will provide any purchased professional
services during regular business hours as further described in the Order Form
(“Professional Services”). Professional Services must be completed either (i)
within three (3) months from the date Customer completes the first phase of the
implementation services relating to the applicable Rippling Services purchased
by Customer or (ii) if Professional Services are purchased after the
implementation services have been completed, within three (3) months from the
date of purchase; provided that Rippling shall use commercially reasonable
efforts to cooperate with Customer to complete purchased Professional Services
in such period, and any violation of this Section 1.7(a) to the extent resulting
from a breach of this Section 1.7(a) by Rippling shall not be deemed a failure
by Customer to satisfy the terms hereof. 

(b) Managed Services. If specified on Customer’s Order Form, Rippling will
provide purchased managed services (e.g., managed implementation) to Customer
(“Managed Services”) in accordance with the timeline and key milestones
established by Rippling based on Customer’s requirements. Customer will provide
reasonable and timely cooperation in connection with Rippling’s provision of
Managed Services, and Rippling will not be liable for any delay, costs, or other
adverse conditions to the extent caused by Customer’s failure to provide
Rippling with any information, materials, reviews, confirmations, consents, or
access to Customer facilities, networks or systems requested by or reasonably
required for Rippling to perform the Managed Services. If Customer does not
perform its obligations with respect to the Managed Services, Rippling’s
obligation to perform the Managed Services may be suspended and additional fees,
delay or other adverse conditions may result. 

2. Customer Responsibilities.

2.1 Consent to Electronic Delivery; Electronic Signature

(a) Electronic Signature. When you execute documents using the e-signature tools
set forth in the Rippling platform (“E-Sign Service”), you consent to
electronically sign such documents, including employment-related documents, and
agree that your electronic signature ("Electronic Signature") is the legal
equivalent of your manual or handwritten signature. By selecting an “I Accept”
button or checkbox, or otherwise placing an Electronic Signature on a document
while in your Rippling Account, you expressly affirm that: (i) you are able to
access and view the relevant document that you are electronically signing, (ii)
you consent to conduct business electronically with respect to the transaction
contemplated by the document, (iii) you agree to the use of an Electronic
Signature for the document, and (iv) you are authorized to enter into the
relevant agreement and be bound by its terms. You further agree that no
certification authority or other third party verification is necessary to
validate your Electronic Signature, and that the lack of such certification or
third party verification will not in any way affect the enforceability of your
Electronic Signature or any resulting agreement.

(b) Electronic Delivery. You agree that Rippling may electronically deliver
Service-related documents and/or disclosures to you (including for any persons
whom you are the legal guardian), which may include wage, tax and health
insurance notices, as applicable. You also authorize Rippling to receive such
Service-related documents and/or disclosures electronically on your behalf, and
agree to be notified of such notices electronically. Rippling may provide
electronic delivery via email to the email address provided by you in the
Rippling platform or by reference to a location on the Rippling platform to
which you have access. If you are using the Rippling Services on behalf of a
Customer and/or its employees and contractors, you represent that you have
affirmative consent from your employees and/or contractors of such company to
receive electronic disclosures from Rippling through the Rippling Services.  

(c) Withdrawing or Failing to Procure Consent. As a Customer, you acknowledge
that Rippling relies on electronic communications and authorizations to conduct
activities electronically as a core component of the Rippling Services;
accordingly, if you are using the Rippling Services on behalf of a Customer
and/or its employees and contractors and fail to adequately procure electronic
authorizations or withdraw electronic consent for such Customer and/or its
employees and contractors, Rippling may no longer be able to provide the
Rippling Services to you and may terminate Customer’s use of the Rippling
Services in whole or in part, without impacting Customer’s obligation to pay for
such Rippling Services.  To the extent any employee or contractor withdraws
electronic consent to receive documents (including wage, tax and health
insurance documents and notices) from Rippling or does not authorize Rippling to
undertake certain activities electronically (including payment of final wages by
direct deposit), it is your responsibility to ensure that paper copies of the
relevant documents are provided to the employee or contractor. 

(d) Enforceability. You acknowledge that, under applicable laws, some documents
require a manual or handwritten signature, and that, subject to Service-specific
Rippling obligations set forth in applicable Additional Terms, it is your
responsibility to determine whether a document requires a manual or handwritten
signature. You understand that you are solely responsible with respect to the
content, validity, or enforceability of any document, and that Rippling makes no
representations or warranties regarding the validity or enforceability of your
documents signed using the E-Sign Service.

(e) Document Retention. Unless as otherwise specified in the applicable
Additional Terms, Rippling is not responsible for determining how long any
contracts, documents, and other records are required to be retained or stored
under any applicable laws, regulations, or legal or administrative agency
processes.

2.2 Accuracy of Customer Information. All Rippling Services will be based upon
information provided to Rippling by you, including through your employees,
contractors, Authorized Representatives or other representatives, or by
third-party services from which you may elect to import your information
(including proof of applicable tax identification numbers, payroll information,
benefit information and insurance information, leave policies and other
employment practices) (“User Representations”). You must review all User
Representations when made and from time to time to ensure such information is
accurate, complete, and timely. You acknowledge that Rippling is entitled to
rely conclusively on all User Representations and that Rippling does not have
any obligation to independently verify, correct, update or otherwise ensure the
accuracy or quality of the User Representations. You further acknowledge that
Rippling bears no responsibility and shall not have any liability for errors,
omissions, penalties, fines, missed payments, judgments, incorrect coverage, or
any other losses incurred that result from inaccurate, incomplete, or untimely
User Representations.

2.3 Customer Data. With respect to any information that you provide or make
available through the Rippling Services (including User Representations and
Account Information, each as defined herein, but excluding information about
Users and usage data provided or made available to Rippling in connection with
the creation or administration of a Rippling Account) (collectively, the
“Customer Data”), you represent and warrant that you have the necessary rights,
licenses, consents, permissions, waivers and releases to use, make available and
distribute the Customer Data in connection with your use of the Rippling
Services. Without limiting the foregoing, in the event that you request that
Rippling provide any Customer Data (including employee and contractor
information) to any third party or to any non-U.S. Customer location, you
represent that you have acquired any consents or provided any notices required
to transfer such content or information and that such transfer does not violate
any applicable laws. By providing any Customer Data to Rippling, you hereby
grant and will grant Rippling a nonexclusive, worldwide, royalty-free, fully
paid up, transferable, sublicensable, license to copy, display, upload, perform,
distribute, model, index, store, modify, create derivative works from, and
otherwise use your Customer Data to provide the Rippling Services and
interoperability with Third Party Products, including, without limitation, as
set forth in this Agreement, the Rippling User Privacy Notice available at
https://app.rippling.com/legal/privacy, and the Rippling DPA available at
https://app.rippling.com/legal/dpa. You understand that the technical processing
and transmission of the Rippling Services, including Customer Data, may involve
(1) transmissions over various networks; and (2) changes to conform and adapt to
technical requirements of connecting networks or devices.  

2.4 Account Administration; Authorizations.

(a) Accounts. To use the Rippling Services, you must create an account (an
“Account”) by providing your email address (“Account Email”) and creating a
master password (the “Master Password” and, together with the Account Email and
any API keys, tokens, authentication inputs or other credentials, created,
maintained or used to access the Rippling Services or to use, access or
integrate with Third Party Products through the Rippling Services the
“Credentials”). You are responsible for the security of your Account, and agree
to keep your Credentials secure. You understand that your Account is solely for
your use, and you will not share your Account or Credentials with anyone. You
are fully responsible for all actions taken on or through the Rippling Services
associated with your Account. As a Customer, you are fully responsible for all
activities of your personnel and representatives on the Rippling Services
associated with their User Accounts opened in connection with and that are
components of Customer's Account.

(b) Account Administration. Customer will designate and authorize either itself
and/or one or more individuals with authority to (i) act on Customer’s behalf,
(ii) provide information on Customer’s behalf, and (iii) bind Customer and/or
Customer’s business with respect to the Rippling Services (each such individual,
an “Account Administrator”). Customer is solely responsible for all actions
taken under any Account to which Customer controls or has access. Any actions
taken under such accounts will be deemed authorized by Customer, regardless of
Customer’s knowledge of such actions (the “Authorized Actions”). Authorized
Actions include but are not limited to (1) actions taken by Customer, an Account
Administrator, or an authorized accountant, broker, HR/IT consultant or other
representative of Customer (an “Authorized Representative”), and (2) actions
that Customer, an Account Administrator, or an Authorized Representative (or
anyone that Rippling reasonably believes to be Customer, an Account
Administrator, or an Authorized Representative) directs or instructs Rippling to
take on its behalf. Authorized Representatives may access the Rippling Services
solely for the purpose of providing accounting, brokerage, HR/IT consulting or
other services pursuant to the engagement with Customer.  Authorized
Representatives may not extract data from Rippling for use outside of the
Rippling Services or as part of any data aggregation service. For the avoidance
of doubt, Authorized Representatives may, with Customer’s authorization and in
accordance with Customer’s instructions, use all features of the Rippling
Services made available to Customers, including any data exportation features.

(c) Account Information. In order to access or use certain aspects of the
Rippling Services, you will need to provide access to information maintained by
certain third party institutions, such as prior payroll companies with which you
have a customer relationship, manage accounts or engage in transactions and the
various applications and services for which you use Rippling’s access and
password management services. In order for Rippling to provide those aspects of
the Rippling Services, you must provide all relevant information, signatures,
data, passwords, usernames, PINs and other necessary information, materials and
content (“Account Information”). You retain all right, title and interest in and
to your Account Information, and represent and warrant that the Account
Information provided is accurate and complete and may be provided to Rippling
without any obligations on Rippling to verify the accuracy or completeness of
such Account Information. You are responsible for the consequences of any
instructions provided that Rippling follows, and Rippling has no liability or
responsibility for any inability to use the Rippling Services due to such
inaccuracy or incompleteness of Account Information.

(d) Account Security. Customer is solely responsible for (1) following
instructions that Rippling provides to Customer with respect to the Rippling
Services and (2) maintaining applicable accounts with providers of Third Party
Products (as defined above) utilized by Customer. Customer will adequately
secure and keep confidential any Credentials, and any information accessible via
its Account. Customer accepts all risks of unauthorized use of its Account
arising from Customer’s failure to implement security safeguards or otherwise
maintain the confidentiality of its Credentials and hereby releases,
indemnifies, defends and holds harmless from any liability in connection with
any such unauthorized access. If Customer believes or suspects that its Account
or Credentials have been accessed or compromised, Customer must immediately
notify Rippling Support at support@rippling.com. Rippling reserves the right to
prevent access to the Rippling Services if Rippling has reason to believe that
any Account or Credentials have been compromised.

(e) Communications and Notifications. Customer is responsible for reviewing any
reports, filings, information, documents or materials (collectively, the
“Materials”) made available to Customer by Rippling for Customer’s review, and
Customer must notify Rippling of any inaccuracies in the Materials as soon as
possible, or within the time period specified in communications received from
Rippling. Customer must promptly notify Rippling of any third party notices that
Customer may receive which could affect Rippling’s ability to effectively
provide the Rippling Services (e.g., to the extent applicable, notices from the
Internal Revenue Service or other government agencies regarding penalties or
errors relating to the Rippling Services, or notices from insurance carriers
regarding eligibility, enrollment, payment or any other communications affecting
the contract of services with that insurance carrier).

(f) Authorizations. Customer agrees that, to the fullest extent permitted by
law, the provision of account login or identity verification credentials to
Rippling by or on behalf of Customer, an Account Administrator, or an Authorized
Representative, together with any actions authorized by such foregoing parties
via the Rippling Services, whether by clicking the applicable action button,
providing a verbal instruction or otherwise, will have the same effect as
providing a written signature authorizing the applicable action.

2.5 Third Party Products.

(a) Independent Services. The Rippling Services are designed to work with many
Third Party Products, and Rippling may enable the management of Third Party
Products or make certain Third Party Products available for purchase within the
Rippling Services; however, Third Party Products are not Rippling Services.
Rippling does not provide any representations, warranties, indemnities, or
support with respect to such Third Party Products, unless expressly provided
herein or an applicable Order Form. You (and not Rippling) decide whether to
purchase, enable, renew, use or discontinue Third Party Products, and any use of
such Third Party Products and any exchange of data, including Customer Data,
between Customer or a User and any such third party provider or Third Party
Product is solely between Customer or User and such third party provider
regardless of whether Rippling has facilitated your purchase of or integration
with such Third Party Products. When you enable a Third Party Product, you grant
Rippling permission to allow the Third Party Product and its provider access to
Customer Data as required for the interoperation of that Third Party Product
with the Rippling Services. For the interoperation of the selected Third Party
Products with the Rippling Services, you may be required to obtain access to
such Third Party Products directly from their providers, and/or grant Rippling
the ability to create, access, delete and/or otherwise modify your account(s) on
such Third Party Products. You acknowledge that Rippling is not responsible for
any use, disclosure, modification or deletion of Customer Data that is
transmitted to, or accessed by, a Third Party Product, and that the handling of
such Customer Data within the Third Party Product will be exclusively governed
by the separate terms and agreements, if any, between you and such third party
provider. Customer and Users will comply with all terms and conditions
applicable to the use of Third Party Products, and will not use Rippling
integrations with Third Party Products in any manner that damages, disables,
overburdens, or impairs any websites, servers, or otherwise interferes with the
Third Party Products. Customer acknowledges it has sole responsibility for, and
assumes all risks arising from, Customer’s use of any Third Party Products.
Rippling does not guarantee the continued availability, operation, or utility of
Third Party Products or Rippling Services features integrated with Third Party
Products, and may cease providing certain Third Party Products via the Rippling
platform without notice or entitling you to any refund, credit, or other
compensation.

(b) Authorizations for Third Party Products. To connect the Rippling Services
with Third Party Products, you authorize Rippling to, as applicable: (1) store
relevant Account Information, (2) access the relevant service using the Account
Information you provide Rippling, (3) use and apply any signatures or other
materials you provide Rippling in order to provide related services (e.g., affix
signature to a template form or to complete a tax document), (4) gather and
export from such Third Party Product any data or other information reasonably
necessary to provide related Rippling Services to you, such as Customer’s
payroll information, bank account information, Customer’s personnel’s bank
account information, and any additional information, such as the personal
information of Customer’s personnel or representatives, requested by such Third
Party Product that Customer has provided or made available to Rippling in
connection with the Rippling Services, and (5) otherwise take any action in
connection with such Third Party Product as reasonably necessary to provide
related services to you, including, but not limited to, opening accounts and
making changes on your behalf with such third-party institutions. You further
designate Rippling as your agent and limited attorney-in-fact in connection with
Third Party Products, if required and only as required to use the Third Party
Product (e.g., tax filing systems). You agree that such third party providers
are entitled to rely on the foregoing authorization, agency, and power of
attorney granted by you in their provision of the Third Party Product via the
Rippling Services.

(c) Management of Third Party Accounts. You are solely responsible for (1)
ensuring that any Third Party Product accounts are accurately and properly
provisioned for or matched to your Account, (2) ensuring the termination or
deprovisioning of any Third Party Product accounts for Users who should not have
access to such Third Party Product accounts or your Rippling Account (e.g., due
to termination of their employment or engagement), and (3) otherwise following
all instructions provided by Rippling in connection with matching,
deprovisioning, termination or other management of your Rippling Accounts in
relation to Third Party Products.

2.6 Prohibited Activities. Any authorization to access or use the Rippling
Services extends only to the Rippling Services for which Customer has subscribed
and remains in good standing, and for which User conduct is in conformance with
these terms and any applicable Additional Terms. You will not (nor will you
permit any User or third party to):

 * reverse engineer, decompile, disassemble or otherwise create, attempt to
   create or derive the source code underlying the Rippling Services;
 * transfer, resell, lease, license, or assign Rippling Services or otherwise
   offer the Rippling Services on a standalone basis, or permit any third party
   to access the Rippling Services, without express permission from Rippling;
 * use or access the Rippling Services for any purpose other than Customer’s
   bona fide internal business purposes;
 * use or access the Rippling Services (1) to build, maintain or improve or
   while developing, maintaining or improving a similar or competitive product
   or service, (2) for third party research purposes, or (3) for the purpose of
   obtaining unauthorized access to the Rippling Services or any data therefrom;
 * share any of your Credentials with any other person, or allow any other
   person to use your Credentials to access the Rippling Services;
 * use Credentials or make your Account available to connect to Third Party
   Products through means not provided or approved by Rippling;
 * develop, support or use software, devices, scripts, robots or any other means
   or processes (including crawlers, browser plugins and add-ons or any other
   technology) to scrape the Rippling Services or otherwise copy profiles and
   other data from the Rippling Services in order to enable, use, or build a
   similar or competitive product or service;
 * tamper with the security of Rippling’s systems or tamper with other customer
   accounts of Rippling;
 * attempt to probe, scan or test the vulnerability of any Rippling systems or
   to breach the security or authentication measures of Rippling’s systems;
 * (1) use the Rippling Services to send payments directly or indirectly to, or
   for the benefit of, any person or entity that is (a) located in any country
   or jurisdiction that is subject to economic sanctions, (b) identified on any
   internationally-recognized government list of prohibition, including the
   Specially Designated Nationals and Consolidated Sanctions List of the Office
   of Foreign Assets Control, U.S. Department of the Treasury, or (c) owned or
   controlled by any person or entity in (a) or (b) or (2) allow any such person
   or entity to use the Rippling Services for any purpose;
 * use or launch any automated system, including "robots," "spiders," or
   "offline readers," that sends more requests to our servers in a given period
   of time than a human can reasonably produce in the same period by using a
   conventional browser;
 * use the Rippling Services in any manner that damages, disables, overburdens,
   or impairs any of our websites, servers, or otherwise interferes with any
   other party's use of the Rippling Services;
 * access the Rippling Services other than through our interface or use any
   means or method for masking, pooling, or reducing the measurable number of
   devices, connections or Users accessing the Rippling Services; 
 * Access or obtain data from the Rippling Services other than through the
   software applications, plugins, integrations and extensions which are
   authorized by Rippling and made available to you by Rippling;
 * engage in harassing or other inappropriate behavior;
 * use the Rippling Services for any fraudulent activity or purpose;
 * use the Rippling Services in violation of any applicable law, for illegal
   activities, or for activities outside the scope expressly permitted
   hereunder.

For the avoidance of doubt, Rippling welcomes and encourages the responsible
disclosure of security vulnerabilities through its Vulnerability Reporting
program, with more details available at
www.rippling.com/vulnerability-reporting. Legitimate participation in Rippling’s
Vulnerability Reporting program is not a violation of the security-related
prohibitions of this Section.

2.7  Enforcement of Customer Instruments.  It is the sole responsibility of
Customer to enforce any agreements, documents, invoices, or Modified Content
Customer chooses to execute, accept, acknowledge, distribute or become a party
to in connection with its use of the Rippling Services (“Customer Instruments”).
Any disputes arising from such Customer Instruments (e.g., invoices from
vendors, agreements with contractors, offer letters generated from Rippling
Content and executed with job candidates) shall be resolved solely among the
Customer and the parties thereto, and Rippling will not adjudicate any dispute
among the parties under any circumstances. 

3. Term and Termination.

3.1 Term. The term of this Agreement will commence on the earliest of the date
you (i) first accept this Agreement; (ii) execute an Order Form; or (iii) begin
using any Rippling Service, and will continue until terminated as provided in
this Agreement (the “Term”). With respect to any Rippling Services provided
under an Order Form, the subscription term for such Rippling Services will be as
specified in the applicable Order Form (with respect to the applicable Rippling
Services, the “Initial Subscription Term”), and will automatically renew for
additional periods equal to the shorter of the same duration as the Initial
Subscription Term or twelve (12) months (each of the Initial Subscription Term
and subsequent renewal terms, a “Subscription Term”), unless either party
notifies the other party of non-renewal in writing at least thirty (30) days
prior to the end of the then-current Subscription Term. Rippling may change the
Rippling Services, discontinue Rippling Services or their functionality or
create usage limits for the Rippling Services for all of our Users generally,
provided that we will notify you of any material change at least thirty (30)
days prior to the implementation of the change unless the changes are being made
for legal reasons in which case we will notify you within a reasonable time
period. If Rippling discontinues a Rippling Service in its entirety, you will
not be obligated to pay for the discontinued service after the date Rippling
ceases to offer such service.

3.2 Termination. Rippling may immediately terminate your access to the Rippling
Services and this Agreement without liability to Customer for any actual or
suspected violation of any provision of this Agreement and, if capable of cure,
failure to cure within thirty (30) days following written notice thereof. You
may deactivate your Rippling Services account at any time by using the tools
provided in the Rippling Service, however (i) such action will not be deemed a
termination of the Agreement or any associated payment obligations; (ii) the
terms of this Agreement shall continue to apply until the end of the
then-current Subscription Term, and to any use of the Rippling Services whether
during or after the Subscription Term; (iii) you will remain obligated to pay
any outstanding fees to Rippling pursuant to the terms of Section 4.1 and your
Order Form; and (iv) solely in the event you pose a demonstrable credit risk to
Rippling, Rippling may accelerate your unpaid payments or fees so that all such
payment obligations become immediately due and payable. Customer may immediately
terminate this Agreement and receive a refund of any prepaid and unused fees
from the date of termination to the end of the Subscription Term if Rippling is
in material breach of any material term contained in this Agreement and fails to
cure such breach within thirty (30) days following Rippling’s receipt of written
notice thereof. Either party may immediately terminate this Agreement if the
other party ceases business operations, generally stops paying its debts,
becomes insolvent, or becomes the subject of a petition in bankruptcy,
receivership, liquidation, or assignment for the benefit of creditors, provided
however that such termination shall not affect Customer’s obligation to pay any
outstanding fees due under Customer’s Order Form. Upon any termination, the
parties will continue to be bound by any terms of this Agreement that by their
nature extend beyond termination.

3.3 Suspension. Without limiting our other rights or remedies, Rippling may
immediately suspend your access to the Rippling Services or any portion thereof,
including access to any leased equipment, without prior notice, if Rippling
reasonably determines that (i) there is a threat or attack on the Rippling
Services or other event that may create a risk to the Rippling Services, you or
your Users or any other customer or user of Rippling; (ii) your or your Users’
use of the Rippling Services disrupts or poses a security, privacy, financial,
competitive or material reputational risk to Rippling, the Rippling Services or
any other Rippling customer or their users;  (iii) you are in breach of any
portion of this Agreement, including, without limitation, Section 2.6
(Prohibited Activities) or Section 9.11 (Compliance with Laws; DMCA) or (y) any
User of your Account is in breach of Section 2 (User Limitations) of the User
Terms of Service Agreement or (iv) any amount owed by you under this Agreement
is overdue, and you have failed to submit payment in full within three (3) days
of receipt of notice from Rippling of such delinquency (collectively, “Service
Suspensions”). We will provide notice of any Service Suspension within a
reasonable time following the commencement of the Service Suspension and provide
updates regarding resumption of Rippling Services following any Service
Suspension, if applicable. Rippling will have no liability for any damage,
liabilities, losses (including any loss of data or profits) or any other
consequences that you may incur as a result of any Service Suspension.

4. Service Fees and Charges.

4.1 Fees. 

(a) Payment of Fees. Customer agrees to pay the fees for the Rippling Services
in accordance with the applicable Order Form and any Supplemental Terms, and
authorizes Rippling to conduct automatic debits of Customer’s designated bank
account or other funding source for such fees as they become payable.
Subscription fees are payable at the start of each Subscription Term (including
any renewal terms), and Rippling will automatically debit fees, and any
applicable charges, from Customer’s designated bank account or funding source in
accordance with Section 4.2 below. Other than as expressly provided for in this
Agreement, fees are non-refundable. 

(b) Minimum Number of Users. Customer commits to a minimum number of Users and
associated fees for each Subscription Term, as stated in the applicable Order
Form. The number of Users cannot be decreased during the Subscription Term,
however Customer may reallocate any unused User seats to new Users. If Customer
adds additional Users above the number stated in the applicable Order Form,
Customer agrees to pay all associated fees for such Users for the remainder of
the Subscription Term. Unless otherwise stated in the applicable Additional
Terms or Order Form, additional User fees are based on the calendar month in
which a User is enrolled or added to any Service, regardless of whether the User
is only enrolled in the Rippling Services for a portion of such month, and will
be prorated by month, where applicable, against the Subscription Term. 

(c) Failed Payments; Invoices. For past due amounts resulting from failed or
rejected payments, including any Pre-Authorized Debit transaction that is
rejected for insufficient funds, Customer understands that Rippling may at its
discretion attempt to process the debit or charge again within thirty (30) days
and that Rippling may separately impose a fee of $25 for each such transaction,
as permitted by applicable law. In the event of any failed, rejected or
uncollected payment, and at Rippling’s sole discretion, Rippling may invoice
Customer for any owed amounts and Customer agrees to promptly pay such invoice,
but in no event later than five (5) days after receipt thereof. Interest shall
accrue on past due amounts at the rate of one and one half percent (1.5%) per
month, but in no event greater than the highest rate of interest allowed by law,
calculated from the date such amount was first due until the date that payment
is received by Rippling. Customer acknowledges and agrees that Rippling may
report non-payment, past due receivables, and other trade information to
corporate credit reporting and risk assessment agencies.

(d) Fee Cap. For Customers with contractual commitments of at least one (1) year
for which the scope of use remains the same and the number of Users has not been
reduced, Rippling will not increase fees at renewal by more than the greater of
five percent (5%) or CPI (as calculated, maintained, and published by the United
States Bureau of Labor Statistics) over the Customer’s Currency Adjusted Fee for
the prior Subscription Term (not including any time-limited offer or promotion).
“Currency Adjusted Fee” means the fee reflected on the Customer’s Order Form,
updated at renewal to reflect the prevailing currency exchange rate between
Customer’s Order Form currency and the United States Dollar, as determined by
Rippling using available benchmark rates. 

(e) Splitting Fee with Third Party. To the extent Customer designates an
external or third party to pay for any portion of the Rippling Services and
later opts to remove or change that third party, Customer will be liable to pay
for the full amount of the Rippling Services until Customer has designated a new
third party and such third party has agreed to pay for such charges.
Notwithstanding the foregoing, in each case, Customer shall remain the ultimate
responsible party for all payment obligations under this Agreement and any Order
Form.

(f) Joint and Several Liability; Acceleration. Customer and each affiliate of
Customer that Customer authorizes or permits to access any portion of Customer’s
Account, the Rippling Services, or that otherwise agrees to any portion of the
Agreement, including any Supplemental Terms or Additional Terms, are jointly and
severally liable for all fees, charges, and other liabilities incurred pursuant
to this Agreement and Customer’s and its affiliates’ (and their respective
Users’) use of the Rippling Services. Without limiting any other provision in
this Agreement, if Customer or any of its affiliates are in breach of or default
under any material provision of this Agreement or any other agreement between or
among Rippling and Customer or Rippling and any of Customer’s affiliates, and at
the time of such violation Customer or any of its affiliates has outstanding
service fees, credit balances, or other amounts owing to Rippling for any
service of any kind (whether or not described by this Agreement), Rippling shall
be entitled, but not obligated to, accelerate all outstanding payment
liabilities under each such agreement, setoff and apply any funds held on
Customer’s or Customer’s affiliates’ behalf by Rippling for any reason (not
including any funds held in trust for any employee of Customer or Customer’s
affiliates) to settle all or any portion of such outstanding payment
liabilities, fees or balances, or take any other remedial actions available at
law. We may exercise the rights herein against Customer or any of its respective
owners, successors or assigns, or any assignees for the benefit of its
creditors, trustees, or receivers of Customer assets. This right will exist even
if we do not exercise it prior to the making, filing, or issuance of an
arbitration demand, court order, or other action.

(g) Dormant Accounts.  If your Account is inactive for an extended period of
time, any abandoned or unclaimed funds or other property held by Rippling on
your, your Users’ or other of your payees’ behalf may be subject to escheatment.
Prior to escheatment, we will attempt to communicate with you about the funds or
other property as required by law and in any legally permitted manner and
authorized hereunder, including via electronic mail.  If you fail to respond to
these communications, the funds in your Account may be considered abandoned or
unclaimed, subject to escheatment, and Rippling will send or transfer any such
funds or other property to the appropriate body in your state, province or other
territory of residency and close your Account. Rippling may, to the extent
permitted by applicable law, charge a fee for managing such abandoned and/or
unclaimed funds or other property, satisfying applicable reporting and
disclosure requirements relating to such funds or other property, and any
transfers in connection with your territory's escheatment procedures. If you
would like to claim any escheated funds from the applicable state, please
contact the state’s unclaimed property administrator.

4.2 Automatic Debits. When Customer purchases or subscribes to a paid product
that is part of the Rippling Services, or uses any Ripping Service that requires
Customer to fund transactions, Customer authorizes Rippling and its designated
payment processors to store Customer’s designated bank account information and
other related information, which authorization may be documented in a standalone
authorization form. Customer authorizes Rippling to automatically debit all
applicable charges for such paid products from Customer’s designated payment
account(s), including via ACH debit, EFT debit, BECS debit or other recognized
methods of pre-authorized debit for bank accounts (“Pre-Authorized Debits”) on
the date such charges become due. This authorization to initiate Pre-Authorized
Debit transactions will remain in full force and effect until Rippling has
received written notice from Customer by email at notices@rippling.com at least
thirty days (30) in advance of the date the applicable charges for the paid
product become due. If Customer revokes authorization to initiate Pre-Authorized
Debit transactions without authorizing another acceptable payment and/or funding
method made available to Customer by Rippling, Customer must pay all amounts
owed under this Agreement through the end of the Subscription Term immediately,
and any such revocation does not terminate this Agreement, any Service or
Customer’s obligation to pay all amounts owed under this Agreement or any other
agreement with Rippling. Because these are electronic transactions, these funds
may be withdrawn from Customer’s designated bank account immediately. In the
case of a Pre-Authorized Debit transaction that is rejected for insufficient
funds, Customer understands that Rippling may at its discretion attempt to
process the debit in the amount of the applicable paid product again within
thirty (30) days and Rippling may separately impose a fee of $25 for each
transaction returned for insufficient funds, as permitted by applicable law. You
certify that you are an authorized user of Customer’s bank account and Customer
will not dispute these scheduled transactions with such bank so long as the
transactions correspond to this Agreement, an applicable Order Form, and/or any
other applicable agreement for such paid product. Customer agrees to follow
rules promulgated by the agencies or self-regulatory bodies administering or
with enforcement authority over any Pre-Authorized Debit transactions (e.g.,
National Automated Clearing House Association (NACHA) with respect to ACH
transactions, by Payments Canada with respect to EFT transactions).

4.3 Fee Disputes. Customer must notify Rippling in writing if Customer disputes
any portion of any fees paid or payable by Customer under this Agreement or any
Order Form. Customer must provide written notice to Rippling within thirty (30)
days of the applicable charge and Rippling will work together with Customer to
resolve the applicable dispute promptly. If Customer does not provide Rippling
with written notice of Customer’s fee dispute within this 30-day period,
Customer will not be entitled to dispute any fees paid or payable by Customer.
In the event that Customer is quoted or charged an incorrect price for any
Rippling Service or any product purchased through the Rippling Services, or
receives an incorrect product or Service, Rippling will notify Customer of the
error and Customer will either (a) promptly discontinue use of the incorrect
Service and/or return the incorrect product, or (b) notify Rippling within ten
(10) days of Rippling’s notice that Customer will retain the product or continue
use of the Service and will promptly pay any balance due. Customer’s failure to
notify Rippling of its election within such period will be deemed an election to
retain the product or Service and Customer authorizes Rippling to debit the
balance owed on the next date any Pre-Authorized Debit occurs.

4.4 Taxes and Administrative Fees. All amounts and fees stated or referred to in
this Agreement are exclusive of taxes, duties, levies, tariffs, and other
governmental charges (collectively, “Taxes”). Customer shall be responsible for
payment of all Taxes and any related interest and/or penalties resulting from
any payments made hereunder, other than any taxes based on Rippling’s net
income. Certain Rippling Services may be subject to additional charges,
including credit card processing fees, foreign exchange fees, or other
administrative fees specified in the Order Form or Supplemental Terms
(collectively, “Administrative Fees”), and Customer shall be responsible for
payment of all applicable Administrative Fees. In the event that Rippling pays
any Taxes, Administrative Fees or other amounts (including, without limitation,
tax authority interest charges and/or tax authority penalties related to Errors
(as defined in the Payroll Additional Terms) that are fully or partially abated
after payment by Rippling) that should have been paid and/or remitted to the
applicable third party by Customer, Customer agrees to promptly pay and/or
refund all such amounts to Rippling. 

5. Proprietary Rights and Confidentiality.

5.1 Rippling’s Ownership Rights. As between the parties, all right, title, and
interest in and to the Rippling Services, including Rippling Content and all
copyright, patent, trade secret, trademark, moral, termination, authorship,
rights of publicity, privacy and other intellectual property rights and
proprietary rights whenever or wherever created and existing, shall remain
vested in Rippling. Rippling and our logos, our product or service names, our
slogans and the look and feel of the Rippling Services are trademarks of
Rippling and may not be copied, imitated or used, in whole or in part, except
with express permission. All other trademarks, registered trademarks, product
names and company names or logos made available through the Rippling Services
are the property of their respective owners.  Except for the express rights
granted hereunder, Rippling also reserves all rights, title and interests in and
to the Rippling Services and Rippling’s Confidential Information.

5.2 Feedback. Customer or Users may from time to time provide Rippling
suggestions or comments for enhancements or improvements, new features or
functionality or other feedback (“Feedback”) with respect to the Rippling
Services. Rippling will have full discretion to determine whether or not to
proceed with the development of any requested enhancements, new features or
functionality. Rippling will have the full, unencumbered right to use,
incorporate and otherwise fully exercise and exploit any such Feedback in
connection with its products and services. All such Feedback is provided on an
“as-is” and “where-is” basis by Customer without any representations,
warranties, guarantees, or indemnities of any kind. To the extent required in
any jurisdiction, you do not waive your moral rights in any Feedback.

5.3 Customer Data. All right, title, and interest in and to the Customer Data,
including the Account Information and Materials, you provide will remain vested
in you; to the extent Rippling obtains any right, title, or interest in or to
any Customer Data, Rippling hereby unconditionally assigns the same to Customer.

5.4 Confidentiality. “Confidential Information” means any information disclosed
by either party that should be reasonably understood to be confidential in light
of the nature of the information or the circumstances of the disclosure.
However, “Confidential Information” will not include any information which (a)
is in the public domain through no fault of receiving party; (b) was properly
known to receiving party, without restriction, prior to disclosure by the
disclosing party; (c) was properly disclosed to receiving party, without
restriction, by another person with the legal authority to do so; or (d) is
independently developed by the receiving party without use of or reference to
the disclosing party’s Confidential Information. Each party will protect any
Confidential Information of the other party which it may receive or otherwise be
exposed to in the course of exercising its rights or performing its obligations
hereunder. Each party will use the same care to protect the other party’s
Confidential Information as it would use to protect its own similar information,
but in no event less than reasonable care. Each party will use Confidential
Information only for the purpose of fulfilling its respective obligations or
exercising and enforcing its rights under this Agreement. Neither party will
disclose any Confidential Information of the other party to any third party
without the prior written consent of the disclosing party, other than furnishing
such Confidential Information (i) to its personnel and consultants who are
required to have access to the Confidential Information in connection with the
exercise of receiving party’s rights or performance of its obligations under
this Agreement, and (ii) to its professional advisers (e.g., lawyers,
accountants, financial advisors and financing sources), provided, however, that
any and all such personnel, consultants and professional advisers are bound by
agreements or, in the case of professional advisers, ethical, professional or
fiduciary duties, to treat, hold and maintain such Confidential Information in a
manner that is consistent with this Agreement. Subject to Section 2.6
(Prohibited Activities), each party may preserve Confidential Information
(including, without limitation, Customer Data in the case of Rippling) in
accordance with this Section and may also disclose Confidential Information and
Customer Data to the extent required to do so by law or in the good faith belief
that such preservation or disclosure is reasonably necessary to: (i) comply with
legal processes, applicable laws or governmental requests; (ii) enforce or
exercise rights under this Agreement; (iii) respond to claims that any content
violates the rights of third parties; or (iv) act on any instructions or
directions the disclosing party provides to the receiving party. 

5.5 Data Security and Privacy.

(a) Data Security. Rippling will implement and maintain commercially reasonable
and industry standard administrative, physical, organizational and technical
safeguards designed to prevent unauthorized use, access, processing,
destruction, loss, alteration or disclosure of any Customer Data. Such
safeguards will include, at minimum, an industry standard information security
program to safeguard such Customer Data as well as procedures to help ensure
that only those with a “need to know” have access to such Customer Data.
Rippling will take commercially reasonable measures to investigate, contain and
mitigate any incident that has or potentially has compromised the security,
confidentiality or integrity of any Customer Data. Rippling will promptly notify
Customer upon becoming aware of an incident that has or potentially has
compromised the security, confidentiality or integrity of such Customer Data.
Rippling will comply with all notification obligations that may be required by
applicable law, including applicable Data Protection Laws (as defined in the
Rippling DPA). Rippling further reserves the right to protect its network and
services from external threats, including by restricting network access from
various hosting providers, traffic proxies, and locations where Rippling does
not conduct business. Rippling will also implement the security measures
outlined in the Rippling DPA available at https://app.rippling.com/legal/dpa
with respect to any Customer Personal Data (as defined in the Rippling DPA).

(b) Data Privacy. Rippling will process Customer Personal Data, as defined in
the Rippling DPA, in accordance with the terms set forth in the Rippling DPA.
All other User personal information that Rippling collects and processes in
connection with the Rippling Services will be used in accordance with Rippling’s
User Privacy Notice available at https://app.rippling.com/legal/privacy.
Rippling’s User Privacy Notice does not apply to Customer Personal Data.

5.6 Third Party Distribution Channels. Rippling offers Software applications
that may be made available through the App Store, Google Play or other
distribution channels (“Distribution Channels”). If you obtain such Software
through a Distribution Channel, you may be subject to additional terms of the
Distribution Channel. This Agreement is between you and Rippling only, and not
with the Distribution Channel. To the extent that you utilize any other third
party products and services in connection with your use of the Rippling
Services, you agree to comply with all applicable terms of any agreement for
such third party products and services.

With respect to Software that is made available for your use in connection with
an Apple-branded product (such Software, “Apple-Enabled Software”), in addition
to the other terms and conditions set forth in this Agreement, the following
terms and conditions apply:

 * Rippling and you acknowledge that this Agreement is concluded between
   Rippling and you only, and not with Apple Inc. (“Apple”), and that as between
   Rippling and Apple, Rippling, not Apple, is solely responsible for the
   Apple-Enabled Software and the content thereof.
 * You may not use the Apple-Enabled Software in any manner that is in violation
   of or inconsistent with the Usage Rules set forth for Apple-Enabled Software
   in, or otherwise be in conflict with, the App Store Terms of Service.
 * Your license to use the Apple-Enabled Software is limited to a
   non-transferable license to use the Apple-Enabled Software on an iOS Product
   that you own or control, as permitted by the Usage Rules set forth in the App
   Store Terms of Service.
 * Apple has no obligation whatsoever to provide any maintenance or support
   services with respect to the Apple-Enabled Software.
 * Apple is not responsible for any product warranties, whether express or
   implied by law. In the event of any failure of the Apple-Enabled Software to
   conform to any applicable warranty, you may notify Apple, and Apple will
   refund the purchase price for the Apple-Enabled Software to you, if any; and,
   to the maximum extent permitted by applicable law, Apple will have no other
   warranty obligation whatsoever with respect to the Apple-Enabled Software, or
   any other claims, losses, liabilities, damages, costs or expenses
   attributable to any failure to conform to any warranty, which will be
   Rippling’s sole responsibility, to the extent it cannot be disclaimed under
   applicable law.
 * Rippling and you acknowledge that Rippling, not Apple, is responsible for
   addressing any claims of you or any third party relating to the Apple-Enabled
   Software or your possession and/or use of that Apple-Enabled Software,
   including, but not limited to: (i) product liability claims; (ii) any claim
   that the Apple-Enabled Software fails to conform to any applicable legal or
   regulatory requirement; and (iii) claims arising under consumer protection,
   privacy or similar legislation.
 * In the event of any third party claim that the Apple-Enabled Software or your
   possession and use of that Apple-Enabled Software infringes that third
   party’s intellectual property rights, as between Rippling and Apple,
   Rippling, not Apple, will be solely responsible for the investigation,
   defense, settlement and discharge of any such intellectual property
   infringement claim.
 * You represent and warrant that (i) you are not located in a country that is
   subject to a U.S. Government embargo, or that has been designated by the U.S.
   Government as a “terrorist supporting” country; and (ii) you are not listed
   on any U.S. Government list of prohibited or restricted parties.
 * If you have any questions, complaints or claims with respect to the
   Apple-Enabled Software, they should be directed to Rippling Support.

Rippling and you acknowledge and agree that Apple, and Apple’s subsidiaries, are
third party beneficiaries of this Agreement with respect to the Apple-Enabled
Software, and that, upon your acceptance of the terms and conditions of this
Agreement, Apple will have the right (and will be deemed to have accepted the
right) to enforce this Agreement against you with respect to the Apple-Enabled
Software as a third party beneficiary thereof.

6. Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE RIPPLING SERVICES ARE PROVIDED “AS IS”
TO THE FULLEST EXTENT PERMITTED BY LAW. RIPPLING HEREBY DISCLAIMS ANY AND ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY, TITLE, ACCURACY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR
PURPOSE IN RELATION TO THE RIPPLING SERVICES. WITHOUT LIMITING THE FOREGOING,
RIPPLING DOES NOT WARRANT THAT THE RIPPLING SERVICES WILL BE ERROR-FREE OR THAT
THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT
INTERRUPTIONS OR DOWNTIME. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,
OBTAINED BY YOU FROM RIPPLING OR THROUGH THE RIPPLING SERVICES WILL CREATE ANY
WARRANTY. RIPPLING DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY
FOR ANY THIRD PARTY PRODUCT OR ANY DISTRIBUTION CHANNEL. TO THE EXTENT THIS
DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY
APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.

7. Indemnification.

7.1 Indemnification by You. Customer will defend Rippling (collectively, the
“Rippling Indemnified Parties”) from and against any and all third party claims,
actions, suits, proceedings, and demands arising from or related to (i)
Customer’s or any of its Users’ violation of the Agreement or the User Terms, or
(ii) any instruction given by Customer to Rippling or any incomplete or
incorrect information provided by Customer to Rippling (collectively, a “Claim
Against Us”), and will indemnify the Rippling Indemnified Parties for all
reasonable attorney’s fees incurred and damages and other costs finally awarded
against a Rippling Indemnified Party in connection with or as a result of, and
for amounts paid by a Rippling Indemnified Party under a settlement Customer
approves of in connection with, a Claim Against Us. We must provide Customer
with prompt written notice of any Claim Against Us and allow Customer the right
to assume the exclusive defense and control, and cooperate with any reasonable
requests assisting Customer’s defense and settlement of such matter. This
section states your sole liability with respect to, and the Rippling Indemnified
Parties’ exclusive remedy against Customer for, any Claim Against Us.

7.2 Indemnification by Rippling. Rippling agrees to indemnify, defend and hold
you harmless against any and all third party claims, actions, suits,
proceedings, and demands (“Claim Against You”) arising out of allegations by a
third party that the Rippling Services or any portion thereof infringe(s) or
otherwise violate(s) such third party’s intellectual property rights. In order
to receive the benefit of the foregoing indemnity, you must give Rippling prompt
written notice of the Claim Against You, sole control to defend and settle such
Claim Against You and all reasonable cooperation, at Rippling’ expense, in
Rippling’ defense and settlement of the Claim Against You. If a claim under the
foregoing clause is made or likely to be made, Rippling may (a) procure a
license to allow you to continue using the allegedly infringing component(s) of
the Rippling Services, (b) modify the infringing component(s) to make them
non-infringing, or (c) if (a) and (b) are not reasonably available, terminate
your right to use the infringing component(s) effective immediately and refund
to Customer any prorated fees associated with such component from the
termination date to the end of the then-current Subscription Term. This section
states Rippling's entire responsibility and Customer's sole and exclusive remedy
with respect to infringement of third party intellectual property rights under
this Agreement.

8. Limitation of Liability.

YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 8 IS TO
ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL
LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF RIPPLING
WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. RIPPLING
HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH THE
RIGHTS TO ACCESS AND USE THE RIPPLING SERVICES PROVIDED FOR IN THIS AGREEMENT.

EXCEPT WITH RESPECT TO RIPPLING'S IP INDEMNIFICATION OBLIGATIONS, UNDER NO
CIRCUMSTANCES SHALL RIPPLING OR ITS AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS
AND/OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS OR LOST DATA
ARISING OUT OF THE USE OR INABILITY TO USE THE RIPPLING SERVICES OR ANY FAILURE
OR DELAY IN DELIVERING THE RIPPLING SERVICES, EVEN IF RIPPLING HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. RIPPLING, AND ITS AGENTS, DIRECTORS,
EMPLOYEES, SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR DIRECT
DAMAGES, IN THE AGGREGATE, EXCEEDING THE AMOUNT OF FEES PAID TO RIPPLING
HEREUNDER IN THE EIGHTEEN (18) MONTHS PRECEDING THE CLAIM THAT GAVE RISE TO THE
LIABILITY. THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED
BY LAW, EVEN IF RIPPLING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

TO THE EXTENT ANY SUPPLEMENTAL TERMS CONTAIN A LIMITATION OF LIABILITY
PROVISION, THE LIMITATION OF LIABILITY SET FORTH IN SUCH SUPPLEMENTAL TERMS ARE
EXCLUSIVE TO THE LIABILITY ARISING IN CONNECTION WITH THOSE RIPPLING SERVICES
COVERED BY THE APPLICABLE SUPPLEMENTAL TERMS AND RIPPLING’S AGGREGATE LIABILITY
UNDER ALL APPLICABLE SUPPLEMENTAL TERMS AND THE AGREEMENT SHALL NOT EXCEED THE
AMOUNT SET FORTH IN THIS SECTION 8. 

SOME STATES, PROVINCES AND OTHER TERRITORIES DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR
EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS,
AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
THE EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY
TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IF YOU ARE A USER FROM NEW JERSEY,
THE FOREGOING SECTIONS TITLED “DISCLAIMER” AND “LIMITATION OF LIABILITY” ARE
INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW
JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF
THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE
VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

9. Miscellaneous.

9.1 Assignment; Delegation. This Agreement, and any rights and licenses granted
hereunder, may not be transferred or assigned by you without the prior written
consent of Rippling, which consent shall not be unreasonably withheld,
conditioned, or delayed. Any attempted transfer or assignment in violation
hereof shall be null and void. Rippling, in its sole discretion, may use vendors
or contractors to help provide the Rippling Services to you, and may, subject to
the terms of the Rippling DPA, change our use of vendors or contractors without
notice to you. Rippling will remain responsible for the acts and omissions of
such vendors and/or contractors.  To the extent consistent with applicable law,
Rippling may receive commissions, referral fees or other sources of revenue with
respect to your use of the Rippling Services and/or certain Third Party
Products.

9.2 Governing Law; Venue; Jurisdiction. This Agreement, and all claims or causes
of action (whether in contract, tort or statute) that may be based upon, arise
out of or relate to this Agreement, or the negotiation, execution or performance
of this Agreement (including any claim or cause of action based upon, arising
out of or related to any representation or warranty made in or in connection
with this Agreement or as an inducement to enter into this Agreement), shall be
governed by, and enforced in accordance with, the internal laws of the State of
California, including its statutes of limitations, without regard to any
borrowing statute that would result in the application of the statute of
limitations of any other jurisdiction.  This Agreement will not be governed by
the United Nations Convention on Contracts for the International Sale of Goods.
Subject to the agreement to arbitrate below, all disputes arising out of the
Agreement will be subject to the exclusive jurisdiction and venue of the state
and federal courts of San Francisco County, California, USA, and the parties
hereby consent to the personal jurisdiction of these courts. 

9.3 Notices. Rippling may provide notifications, whether such notifications are
required by law or are for marketing or other business-related purposes, to you
via email notice, mobile messaging (e.g., SMS or MMS), mail, written or hard
copy notice, or through posting of such notice on the Rippling Services, as
determined by Rippling in its sole discretion. Rippling reserves the right to
determine the form and means of providing notifications to the Account
Administrator and Users, provided that you may designate and opt out of certain
means of notification as provided in the Rippling Services. Rippling is not
responsible for any automatic filtering you or your network provider may apply
to email notifications Rippling sends to the email address you provide. Rippling
may, in its sole discretion, modify or update this Agreement from time to time,
so you should review this page and any notices made available to you
periodically. When Rippling materially changes this Agreement, Rippling will (a)
update the ‘Last Updated’ date at the top of this page and (b) notify your
Account Administrator or other User(s) Customer designates in the Rippling
Services via email that material changes have been made to this Agreement. Any
such changes will become effective no earlier than thirty (30) days after they
are posted, except that changes addressing new Rippling Services, new
functionality of existing Rippling Services or changes made for legal reasons
will be effective immediately. Your continued use of the Rippling Services after
the date any such change becomes effective constitutes your acceptance of this
Agreement, as updated. If you do not agree to any of these terms or any future
terms, you may not use or access the Rippling Services. Notices to Rippling
shall be made to the attention of the “Legal Department” and sent via mail to
2443 Fillmore St #380-7361, San Francisco, CA 94115, with a copy sent via email
to notices@rippling.com.

9.4 Waiver. No waiver of any rights will be effective unless assented to in
writing by both parties. Any such waiver will be only to the specific provision
and under the specific circumstances for which it was given, and will not apply
with respect to any repeated or continued violation of the same provision or any
other provision. Failure or delay by either party to enforce any provision of
this Agreement will not be deemed a waiver of future enforcement of that or any
other provision.

9.5 Relationship. Nothing contained herein will in any way constitute any
association, partnership, agency, employment or joint venture between the
parties hereto, or be construed to evidence the intention of the parties to
establish any such relationship. Neither party will have the authority to
obligate or bind the other in any manner, and nothing herein contained will give
rise or is intended to give rise to any rights of any kind to any third parties.

9.6 Unenforceability.  If any provision of this Agreement or any part hereof or
the application hereof to any person or circumstance shall be finally determined
by a court of competent jurisdiction or by any arbitration panel to be invalid
or unenforceable to any extent or in violation of any applicable laws, the
remainder of this Agreement, or the remainder of such provision or the
application of such provision to persons or circumstances other than those as to
which it has been held invalid or unenforceable, shall not be affected thereby
and each provision of this Agreement shall remain in full force and effect to
the fullest extent permitted by law. 

9.7 Force Majeure. Neither Party will be deemed in breach hereunder for any
cessation, interruption or delay in the performance of its obligations due to
causes beyond its reasonable control, including earthquake, flood, or other
natural disaster, act of God, labor controversy, civil disturbance, terrorism,
war (whether or not officially declared) or the inability to obtain sufficient
supplies, transportation, or other essential commodity or service required in
the conduct of its business, or any change in or the adoption of any law,
regulation, judgment or decree.

9.8 Entire Agreement. This Agreement (including all Order Forms, the Rippling
User Privacy Notice, the Rippling DPA, any Supplemental Terms and Additional
Terms, and any supplemental policies or terms Rippling may present to you for
review and acceptance at the time you subscribe to, activate or first access the
applicable Rippling Service) comprises the entire and exclusive agreement
between you and Rippling with respect to its subject matter, and supersedes all
prior and contemporaneous proposals, statements, sales materials or
presentations and agreements. No oral or written information or advice given by
Rippling, its agents or employees will create a warranty or in any way increase
the scope of the warranties in this Agreement. Rippling and Customer declare
that they have requested and do hereby confirm their request that the present
agreement and the ancillary documents related thereto be in English; les parties
declarent qu'elles ont exige et par les presentes confirment leur demande que la
presente convention ainsi que les documents connexes soient rediges en anglais;
las partes declaran que han requerido y por la presente confirman su solicitud
de que este acuerdo y los documentos relacionados se redacten en inglés; Die
Parteien erklären, dass sie verlangt haben und bestätigen hiermit ihren Wunsch,
dass diese Vereinbarung und die zugehörigen Dokumente in englischer Sprache
verfasst werden.  The English language version of this Agreement and any other
document, policy, terms or other materials referenced herein or provided
hereunder shall control in the event of a conflict or inconsistency with any
translated version, each of the foregoing binding in the English version only
with any version of the foregoing made available in any other language for
convenience only.

9.9 Interpretation. Terms and phrases that are defined in any part of this
Agreement shall have the defined meanings wherever used throughout this
Agreement. 

(a) The terms "hereunder" and "herein" and similar terms used in this Agreement
shall refer to the Agreement in its entirety and not merely to the section,
paragraph or subparagraph in which the term is used. 

(b) Any reference to “including” in the Agreement means “including without
limitation.”

(c) Unless there is a specific reference to the contrary, any reference to “day”
or “days” in the Agreement shall mean calendar days.

9.10 Marketing. Customer agrees that Rippling may use Customer name and logo on
our website and in other promotional marketing materials, unless Customer opts
out of such usage by sending an email to opt-out@rippling.com. Notwithstanding
the foregoing, Rippling will not use the name or logo of existing Customers
prior to March 19, 2021, unless such Customer separately consented to such
usage.

9.11 Compliance with Laws; DMCA.

(a) Anti-Corruption Laws. Each Party agrees, in its performance of its
obligations under this Agreement, to comply, and to cause its affiliates to
comply, with all applicable anti-bribery, anti-money laundering and other
anti-corruption laws, which may include, but are not limited to, the US Foreign
Corrupt Practices Act (“FCPA”), the Bank Secrecy Act, USA PATRIOT Act, the UK
Bribery Act (the “UK Act”), the Mexico General Law on the National
Anti-Corruption System (“GLAR”), the Canadian Corruption of Foreign Officials
Act (“CFPOA”) (collectively, “Anti-Corruption Laws”). In general, the
Anti-Corruption Laws prohibit (i) directly or indirectly making, promising,
authorizing, or offering any advantage or anything of value to public officials
or private persons or corporations to secure an improper advantage, to
improperly obtain or retain business, to direct business to any other person or
entity, and/or (ii) the concealment of the origins of illegally obtained money,
typically by means of transfers involving foreign banks or legitimate
businesses. Each Party will maintain policies and procedures designed to ensure
its compliance with applicable Anti-Corruption Laws. Neither Party shall
knowingly take any action that would cause the other Party to be in violation of
Anti-Corruption Laws. Each Party shall immediately notify the other Party if
such Party has any information or suspicion that there may be a violation of any
Anti-Corruption Law in connection with the performance of any activities under
this Agreement.

(b) Compliance with Laws. You will be solely responsible for compliance with any
and all applicable laws, rules and regulations affecting your business, and any
use you may make of the Rippling Services to assist you in complying with any
such laws, rules or regulations. In addition, Customer is responsible for
ensuring that its Users comply with applicable laws while using the Rippling
Services, including the intellectual property and third-party rights of others.

(c) Export Control Laws; Sanctions. Customer agrees that its use of the Rippling
Services will comply with all export and import laws and regulations of the
United States and other applicable jurisdictions (“Export Control Laws”).
Customer represents and warrants that (a) it is not a citizen of, or located
within, a country or territory that is subject to comprehensive U.S. trade
sanctions or other significant trade restrictions (including, without
limitation, Cuba, Iran, Syria and North Korea); (b) it is not identified on any
government restricted party lists (including, without limitation, the Specially
Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List,
and Sectoral Sanctions Identifications List, administered by the Office of
Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, the
Denied Party List, Entity List and Unverified List, administered by The Bureau
of Industry and Security of the U.S Department of Commerce, and the UK Sanctions
List); and (c) that no Customer Data is subject to any restriction on
disclosure, transfer, download, export or re-export under the Export Control
Laws. Customer acknowledges that the Rippling Services may not be available in
all jurisdictions, and that Customer is solely responsible for complying with
the Export Control Laws and monitoring Export Control Laws for any
modifications.

(d) Digital Millennium Copyright Act. If you believe that your work has been
copied in a way that constitutes copyright infringement, or that your
intellectual property rights have been otherwise violated under the Digital
Millennium Copyright Act (“DMCA”), you should notify notices@rippling.com of
your infringement claim, which shall include: (a) the subject line of “DMCA
Takedown Request”; (b) an electronic or physical signature of the person
authorized to act on behalf of the owner of the copyright or other intellectual
property interest; (c) a description of the copyrighted work or other
intellectual property that you claim has been infringed; (d) a description of
where the material that you claim is infringing is located on the Rippling
Service, with enough detail that we may find it on the Rippling Service; (e)
your address, telephone number, and email address; (f) a statement by you that
you have a good faith belief that the disputed use is not authorized by the
copyright or intellectual property owner, its agent, or the law; and (g) a
statement by you, made under penalty of perjury, that the above information in
your notice is accurate and that you are the copyright or intellectual property
owner or authorized to act on the copyright or intellectual property owner’s
behalf. In accordance with the DMCA and other applicable law, Rippling has
adopted a policy of terminating, in appropriate circumstances and at Rippling’s
sole discretion, Users who are deemed to be repeat infringers. Rippling may also
at its sole discretion limit access to the Rippling Service and/or terminate the
memberships of any Users who infringe any intellectual property rights of
others, whether or not there is any repeat infringement.

9.12 Future Functionality.  Customer agrees that it has not relied on the
availability of any future functionality of the Rippling Services or any other
future product or service in executing this Agreement or any Order Form.
 Customer acknowledges that information provided by Rippling regarding future
functionality should not be relied upon to make a purchase decision.

9.13 Construction. Rippling has prepared this Agreement and provided it to
Customer for Customer’s review. Customer has either retained counsel or had the
opportunity to do so to review this Agreement. With respect to any dispute
concerning the meaning of this Agreement, this Agreement will be interpreted as
a whole with reference to its relevant provisions and in accordance with its
fair meaning, and no part of this Agreement will be construed against Rippling
on the basis that Rippling drafted it. This Agreement will be viewed as if
prepared jointly by Rippling and Customer.

9.14 Headings. Captions and organization are for convenience and may not be used
in construing meaning.

10. Agreement to Arbitrate and Class Action Waiver

10.1 First Try Customer Support. If you have any issues with Rippling Services,
Rippling, or any other matter covered by this Agreement, you must try to resolve
the issue first through Rippling customer support. If you are not able to
resolve the issue through Rippling customer support within sixty (60) days, you
may pursue the dispute resolution procedures detailed in the remainder of
Section 10 (Agreement to Arbitrate and Class Action Waiver).

10.2 Agreement to Arbitrate. ANY PAST, PRESENT OR FUTURE DISPUTE OR CLAIM
RELATING IN ANY WAY TO YOUR USE OF OR ACCESS TO THE RIPPLING SERVICES, RIPPLING
SOFTWARE, OR ANY PRODUCT OR SERVICE INTEGRATED WITH THE RIPPLING SERVICES, AS
WELL AS ANY DISPUTE OR CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT
(INCLUDING UNDER THE RIPPLING USER PRIVACY NOTICE, THE RIPPLING DPA, AND ANY
OTHER APPLICABLE SUPPLEMENTAL TERMS), SHALL BE RESOLVED BY BINDING, INDIVIDUAL
ARBITRATION, RATHER THAN IN COURT. THE TERMS IN THIS SECTION ARE REFERRED TO AS
THE “ARBITRATION AGREEMENT”. THIS ARBITRATION AGREEMENT APPLIES TO ALL SUCH
CLAIMS, BROUGHT UNDER ANY LEGAL THEORY, UNLESS THE CLAIM FITS IN ONE OF THE
EXCEPTIONS IDENTIFIED IN SECTION 10.3.

This arbitration agreement is governed by the Federal Arbitration Act (FAA) and,
where applicable, the Convention on the Recognition and Enforcement of Foreign
Arbitral Awards (“NY Convention”) (each as in effect as of the date the
arbitration agreement is invoked) , including its procedural provisions, in
respects. This means that the FAA and/or the NY Convention governs, among other
things, the interpretation and enforcement of this arbitration agreement and all
of its provisions, including, without limitation, the class action waiver
discussed below. State, provincial or other local arbitration laws do not govern
in any respect.

This arbitration agreement is intended to be broadly interpreted and will
survive termination of this Agreement, which means (among other things) that
this arbitration agreement applies even after you have stopped using your
Rippling account or have deleted it. The arbitrator, and not any federal,
national, state, provincial or local court or agency, shall have exclusive
authority to the extent permitted by law to resolve all disputes arising out of
or relating to the interpretation, applicability, enforceability, or formation
of this Agreement, including, but not limited to, any claim that all or any part
of this agreement is void or voidable. If the parties have a dispute about
whether this arbitration agreement can be enforced, whether this arbitration
agreement applies to a dispute, or any other dispute about the meaning or scope
of this arbitration agreement, the parties agree that the arbitrator shall have
exclusive authority to resolve the dispute.

There is no judge or jury in arbitration, and court review of an arbitration
award is limited. However, an arbitrator can award on an individual basis the
same damages and relief as a court (including injunctive and declaratory relief
or statutory damages) and must follow this Agreement as a court would. For the
avoidance of doubt, the arbitrator can award public injunctive relief.

In the event this arbitration agreement is for any reason held to be
unenforceable or inapplicable to a claim, any litigation against Rippling
(except for the intellectual property and small claims actions described in
Section 10.3 below) may be commenced only in those courts referenced in Section
9.2, and both parties consent to the jurisdiction of those courts for such
purposes.

10.3 Exceptions to Agreement to Arbitrate. You and Rippling agree that the
agreement to arbitrate will not apply to any disputes relating to your or
Rippling’s intellectual property (e.g., trademarks, trade dress, domain names,
trade secrets, copyrights or patents) and that such disputes may be brought in
any court that has jurisdiction over such claims. Also, either party can bring a
claim in small claims court in San Francisco, California (or small claims court
in another place if both parties agree in writing), if it qualifies to be
brought in that court.

10.4 Details of Arbitration Procedure.

(a) Informal Resolution. You and Rippling agree that good-faith informal efforts
to resolve disputes often can result in a prompt, low-cost and mutually
beneficial outcome. Prior to demanding or filing any arbitration, you and
Rippling agree to personally meet and confer, in person or by videoconference,
in a good-faith effort to resolve informally any claim covered by this
arbitration agreement. If you are represented by counsel, your counsel may
participate in the conference, but you shall also fully participate in the
conference. The party initiating the claim must give notice to the other party
in writing of its, his, or her intent to initiate an informal dispute resolution
conference, which shall occur within 60 days after the other party receives such
notice, unless an extension is mutually agreed upon by the parties. To notify
Rippling that you intend to initiate an informal dispute resolution conference,
email notices@rippling.com with the subject “INFORMAL DISPUTE RESOLUTION
REQUEST” and provide your name, the telephone number associated with your
Rippling account, the email address associated with your email account, and a
description of your claim. In the interval between the party receiving such a
notice and the informal dispute resolution conference, the parties shall be free
to attempt to resolve the initiating party’s claims. Engaging in an informal
dispute resolution conference is a requirement that must be fulfilled before
commencing arbitration. The statute of limitations and any filing fee deadlines
shall be tolled while the parties engage in the informal dispute resolution
process described in this paragraph.

(b) If the informal dispute resolution process does not result in a resolution
of the dispute within 60 days after the conference is held, either party may
initiate an arbitration proceeding under the then-current version of the
American Arbitration Association’s (“AAA”) Commercial Arbitration Rules (the
"AAA Rules"). The party initiating the arbitration shall be responsible for
filing fees. The AAA Rules are available on the AAA’s website available at
http://www.adr.org or Customer can call them at 1-800-778-7879. The arbitration
will be governed by the AAA Rules and will be held before a single arbitrator
appointed in accordance with the AAA Rules. To the extent anything described in
this agreement to arbitrate conflicts with the AAA Rules, the language of this
agreement to arbitrate applies. Any arbitration will be conducted in San
Francisco, California, or in another location that both parties agree to in
writing.  The arbitrator will conduct hearings, if any, by teleconference or
videoconference, rather than by personal appearances, unless the arbitrator
determines upon request by you or by us that an in-person hearing is
appropriate. 

(c) Discovery. Each party will be entitled to get a copy of non-privileged
relevant documents in the possession or control of the other party and each
party may take one (1) deposition. All such discovery will be in accordance with
procedures approved by the arbitrator. Each party agrees to cooperate to seek
from the arbitrator protection for any confidential, proprietary, trade secret,
or otherwise sensitive information, documents, testimony, and/or other materials
that might be exchanged or the subject of discovery in the arbitration. This
agreement to arbitrate does not alter in any way the statute of limitations that
would apply to any claims or counterclaims asserted by either party.

(d) Arbitration Award. The arbitrator’s award will be based on the evidence
admitted and the substantive law of the State of California and the United
States, as applicable, and will contain an award for each issue and
counterclaim. The award will provide in writing the factual findings and legal
reasoning for such award. The arbitrator will not be entitled to modify this
Agreement, and may not award any relief that is inconsistent with this
Agreement. The prevailing party shall be entitled to an award of the costs and
expenses of the arbitration, including reasonable attorneys’ fees and expert
witness fees.

(e) Final and Binding. Except as provided in the Federal Arbitration Act and/or
the New York Convention, as applicable, the arbitration award will be final and
binding on the parties. Judgment may be entered in any court of competent
jurisdiction.

10.5 Class Action Waiver; Bellwether Process. 

(a) Class and Coordinated Action Waiver.  You and Rippling agree that any claims
or controversies between the parties must be brought against each other on an
individual basis only, and not in a class, consolidated, coordinated, or
representative action. That means neither you nor Rippling can bring such a
claim as a plaintiff or class member in a class action, consolidated action,
coordinated action, or representative action. Subject to clause (b) below, (i)
the arbitrator cannot combine or consolidate more than one person’s or one
entity’s claims into a single case, and cannot preside over any consolidated,
class or representative proceeding (unless all parties agree otherwise in
writing) and (ii) the arbitrator’s decision or award in one person’s or entity’s
case can only impact the person or entity that brought the claim, not other
entities or Rippling customers, and cannot be used to decide other disputes with
other customers. YOU AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL, YOU AGREE TO
WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-WIDE OR REPRESENTATIVE ARBITRATION,
AND YOU AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT
(INCLUDING FOR ANY CLAIM THAT IS DETERMINED NOT TO BE SUBJECT TO ARBITRATION
UNDER THESE TERMS). If a court decides that this class action waiver is not
enforceable or valid, then the entire agreement to arbitrate will be null and
void, but the rest of this Agreement will still apply.

(b) Bellwether Process for Multiple Cases. Notwithstanding and without limiting
any of the class action waivers herein, in the event that twenty-five (25) or
more similar claims are asserted against Rippling or against you, or any lower
number of claims are brought by individuals using the same or coordinated
counsel, whether or not such claims are brought simultaneously (but are
otherwise in close proximity in time) (a “Non-Individual Filing”), then this
Section 10.5(b) (Bellwether Process for Multiple Cases) shall apply and the “AAA
Rules” shall refer to the AAA Supplementary Rules for Multiple Case Filings
(including, for purposes of the calculation and payment of fees the AAA Multiple
Consumer Case Filing Fee Schedule), which will govern and control. Counsel for
the claimants and Rippling shall each select (10) filings, and an AAA arbitrator
to be assigned to any such selected filings shall select an additional 5 filings
(twenty-five (25) filings total) to proceed in individual arbitration
proceedings before a single arbitrator (“Bellwether Filings”) while all
remaining claims are stayed and held in abeyance pending resolution of the
Bellwether Filings. The remaining Non-Individual Filings shall be deemed filed
for purposes of the statute of limitations but not for the purpose of assessing
arbitral fees (other than initial filing/administrative fees and any fees
associated with the arbitrator's selection of Bellwether Filings, as
applicable), each of which shall be tolled during the pendency of the initial
individual arbitration proceedings. To reach an efficient, cost-effective and
fair resolution for all interested parties involved with the Non-Individual
Filings, the parties to the Bellwether Filings shall work in good faith with the
arbitrators to complete each Bellwether Filing within 120 days of its initial
pre-hearing conference. Following the resolution of all of the Bellwether
Arbitrations, the parties to all remaining Non-Individual Filings shall engage
in a global mediation in good faith, administered by a panel of three
arbitrators in accordance with this agreement to arbitrate, of all remaining
disputes, claims and demands for arbitration comprising the Non-Individual
Filings.  If the parties to the Non-Individual Filings cannot resolve the
remaining claims and demands within 60 (sixty) days following the global
mediation, the remaining demands for arbitration comprising the Non-Individual
Filings shall be administered by AAA on an individual basis pursuant to the AAA
Rules set forth in this clause (b).

 

11. Territory Specific Terms

 

The following provisions apply only with respect to Customers domiciled in the
specific territory(ies) identified. To the extent of a conflict among any
territory-specific provision below and the provisions of the Customer Terms of
Service set forth above, the territory-specific provision(s) will control to the
extent of such conflict. In all other respects, the Rippling Customer Terms of
Service remain as written unless expressly modified by a territory-specific
provision below.

 

 1. European Economic Area, United Kingdom, and Switzerland

 

 1. This provision shall replace Section 9.2 (Governing Law): This Agreement and
    all claims or causes of action (whether in contract, tort or statute) that
    may be based upon, arise out of or relate to this Agreement, or the
    negotiation, execution or performance of this Agreement (including any claim
    or cause of action based upon, arising out of or related to any
    representation or warranty made in or in connection with this Agreement or
    as an inducement to enter into this Agreement), shall be governed by, and
    enforced in accordance with, the internal laws of England and Wales,
    including its statute of limitations, exclusive of its rules governing
    choice of law and conflict of laws. This Agreement will not be governed by
    the United Nations Convention on Contracts for the International Sale of
    Goods. Subject to the agreement to arbitrate below, the Parties irrevocably
    agree that the courts of England located in London shall have exclusive
    jurisdiction to settle any dispute which may arise out of or in connection
    with this Agreement and agree to submit to the jurisdiction of such courts.
 2. This provision shall replace clause (b) of Section 10.4 (Details of
    Arbitration Procedure): If the informal dispute resolution process does not
    result in a resolution of the dispute within 60 days after the conference is
    held, either party may initiate an arbitration proceeding under the
    then-current rules (“Rules”) of the London Court of International
    Arbitration (“LCIA”), which Rules are deemed to be incorporated by reference
    into this clause. The number of arbitrators shall be one. The seat, or legal
    place, of arbitration shall be London, England. The language to be used in
    the arbitral proceedings shall be English. The governing law of the contract
    shall be the substantive law of England and Wales. The party initiating
    arbitration in accordance with this Section and the Rules may take any steps
    to seek expedited procedures under the Rules and the other party agrees that
    it shall not oppose, hinder or delay any request for expedited procedures
    where available. To the extent anything described in this agreement to
    arbitrate conflicts with the Rules, this agreement to arbitrate shall govern
    and control to the extent of such conflict.
 3. This provision shall replace clause (d) (Arbitration Award) of Section 10.4
    (Details of Arbitration Procedure): The arbitrator’s award will be based on
    the rules of evidence admitted under, and the substantive law of, England
    and Wales, and will contain an award for each issue and counterclaim. The
    award will provide in writing the factual findings and legal reasoning for
    such award. The arbitrator will not be entitled to modify this Agreement,
    and may not award any relief that is inconsistent with this Agreement. The
    prevailing party shall be entitled to an award of the costs and expenses of
    the arbitration, including reasonable and documented out-of-pocket
    attorneys’ fees and reasonable expert witness fees.
 4. To the extent of any conflict between any statutory law in Customer’s
    country of domicile applicable to Customer, and the terms and conditions of
    this Agreement or any policies incorporated or referenced herein, the
    applicable statutory law shall govern and control to the extent of any such
    conflict.

 

 2. European Union and United Kingdom

 

 1. Customer agrees that any payment that is made using a credit card by or on
    behalf of Customer or any User in connection with this Agreement, whether
    such payment is for subscription fees, Administrative Fees or otherwise,
    shall be made with a corporate credit card and not with a personal credit
    card. 
 2. This Agreement is a general agreement for the arrangement of business travel
    and, accordingly, the Package Travel Directive (Directive (EU) 2015/2302 of
    the European Parliament and of the Council of 25 November 2015 on package
    travel and linked travel arrangements) (“PTD”), and any laws implemented by
    European Member States and the United Kingdom to give effect to the PTD, and
    where applicable, the Civil Aviation (Air Travel Organiser’s Licensing)
    Regulations 2012, do not apply to any travel services purchased through or
    travel arrangements arranged by Rippling.

 

 3. Asia-Pacific-Oceania (e.g., Australia, New Zealand, People's Republic of
    China and Hong Kong, India, Indonesia, Japan, Republic of Korea, Malaysia,
    Singapore)

 

 1. This provision shall replace Section 9.2 (Governing Law): This Agreement and
    all claims or causes of action (whether in contract, tort or statute) that
    may be based upon, arise out of or relate to this Agreement, or the
    negotiation, execution or performance of this Agreement (including any claim
    or cause of action based upon, arising out of or related to any
    representation or warranty made in or in connection with this Agreement or
    as an inducement to enter into this Agreement), shall be governed by, and
    enforced in accordance with, the internal laws of England and Wales,
    including its statute of limitations, exclusive of its rules governing
    choice of law and conflict of laws. This Agreement will not be governed by
    the United Nations Convention on Contracts for the International Sale of
    Goods. Subject to the agreement to arbitrate below, the Parties irrevocably
    agree that the courts of Singapore shall have exclusive jurisdiction to
    settle any dispute which may arise out of or in connection with this
    Agreement and agree to submit to the jurisdiction of such courts.
 2. This provision shall replace clause (b) of Section 10.4 (Details of
    Arbitration Procedure): If the informal dispute resolution process does not
    result in a resolution of the dispute within 60 days after the conference is
    held, either party may initiate an arbitration proceeding under the
    then-current rules (“Rules”) of the Singapore International Arbitration
    Centre (“SIAC”), which Rules are deemed to be incorporated by reference into
    this clause. The seat of the arbitration shall be Singapore. The Tribunal
    shall consist of one (1) arbitrator. The language of the arbitration shall
    be English. The party initiating arbitration in accordance with this Section
    and the Rules may take any steps to seek expedited procedures under the
    Rules and the other party agrees that it shall not oppose, hinder or delay
    any request for expedited procedures where available. In respect of any
    court proceedings in Singapore commenced under the International Arbitration
    Act 1994 in relation to the arbitration, the parties agree (a) to commence
    such proceedings before the Singapore International Commercial Court (the
    “SICC”); and (b) in any event, that such proceedings shall be heard and
    adjudicated by the SICC. To the extent anything described in this agreement
    to arbitrate conflicts with the Rules, this agreement to arbitrate shall
    govern and control to the extent of such conflict.
 3. This provision shall replace clause (d) (Arbitration Award) of Section 10.4
    (Details of Arbitration Procedure): The arbitrator’s award will be based on
    the rules of evidence admitted under, and the substantive law of, England
    and Wales, and will contain an award for each issue and counterclaim. The
    award will provide in writing the factual findings and legal reasoning for
    such award. The arbitrator will not be entitled to modify this Agreement,
    and may not award any relief that is inconsistent with this Agreement. The
    prevailing party shall be entitled to an award of the costs and expenses of
    the arbitration, including reasonable and documented out-of-pocket
    attorneys’ fees and reasonable expert witness fees.

 

 4. France

     

 1. To the extent permitted under applicable law, the provisions of Article 1222
    and 1223 of the French Civil Code shall in no event be applicable.

 

 5. Germany

 

 1. This provision shall replace Section 8 (Limitation of Liability): 

 

YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 8 IS TO
ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL
LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF RIPPLING
WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. RIPPLING
HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH THE
RIGHTS TO ACCESS AND USE THE RIPPLING SERVICES PROVIDED FOR IN THIS AGREEMENT.




EXCEPT WITH RESPECT TO RIPPLING'S IP INDEMNIFICATION OBLIGATIONS OR TO THE
EXTENT ARISING FROM RIPPLING’S WILFUL MISCONDUCT, UNDER NO CIRCUMSTANCES SHALL
RIPPLING AND ITS AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS BE LIABLE
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR
OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS OR LOST DATA ARISING OUT OF THE USE
OR INABILITY TO USE THE RIPPLING SERVICES OR ANY FAILURE OR DELAY IN DELIVERING
THE RIPPLING SERVICES, EVEN IF RIPPLING HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. EXCEPT TO THE EXTENT ARISING FROM RIPPLING’S WILFUL MISCONDUCT,
RIPPLING AND ITS AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS SHALL NOT
BE LIABLE TO YOU FOR DIRECT DAMAGES, IN THE AGGREGATE, EXCEEDING THE AMOUNT OF
FEES PAID TO RIPPLING HEREUNDER IN THE EIGHTEEN (18) MONTHS PRECEDING THE CLAIM
THAT GAVE RISE TO THE LIABILITY. THE LIMITATIONS IN THIS SECTION APPLY TO THE
FULLEST EXTENT PERMITTED BY LAW, EVEN IF RIPPLING HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

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